1. Oh, The Thinks You Can Think 3. Horton Hears A Who* 4. Biggest Blame Fool 5. Here On Who 6.
Oh, The Thinks You Can Think (Reprise)7. It's Possible (McElligott's Pool)8. How to Raise A Child 9. The Military
9e. The Military (Playoff: Green Eggs and Ham)10. Alone In The Universe 11. The One Feather Tail Of Miss Gertrude
McFuzz 12. Amayzing Mayzie 12a. Amayzing Gertrude 13. Monkey Around 14. Chasing The Whos15. How Lucky
You Are 16. Notice Me, Horton 16a. How Lucky You Are (Reprise) 17. Act I Finale 18. Seussical Entr'Acte19.
Egg, Nest and Tree20. The Circus McGurkus20c. The Circus On Tour/How Lucky You Are (Reprise)21. Mayzie In Palm
Beach 21b. Amayzing Horton21c. Alone In The Universe (Reprise) 22. Solla Sollew 23. Green Eggs And Ham II24.
Into the Whos' Christmas Pageant24a. The Grinch Carved The Roast Beast24b. A Message From The Front/ Solla Sollew
(Reprise)25. JoJo Alone In The Universe26. Havin' A Hunch27a. All For You (Verse)27b. All For You28. The
People Versus Horton The Elephant 28d. Yopp!/Alone In The Universe (Reprise)29. Oh, The Thinks You Can Think (Finale
Act 2)30. Green Eggs and Ham (Curtain Call)

ACT I

A strange red-and-white-striped hat sits on
a very empty stage. A BOY (who will later play JOJO) enters and notices it.

BOYNow that is a very unusual hat.I
wonder what's under a hat such as that.It could be a creature they call the Ga-ZatWho balances things on his head,
cause it's flat.Or a stripe-loving Pipester from Upper Mount Bat.Or a sort of a kind of a hat-wearing...Cat!

(THE
BOY picks up the hat, and THE CAT IN THE HAT suddenly appears)

1. OH, THE THINKS YOU CAN THINK

CAT IN THE HAT
I can see that you've got quite a mind for your age!Why, one Think and you dragged me right onto the stage!Now,
I'm here, there is no telling what may ensueWith a Cat such as me, and a Thinker like you!

(THE CAT begins to "create"
the Seussian world of imagination for THE BOY)

Oh, the thinks you can think!Oh, the thinks you can thinkIf
you're willing to try...

Think invisible ink! Or a gink with a stink! Or a stair to the sky...If you open
your mind, Oh, the thinks you will findLining up to get loose... Oh, the thinks you can think When you think
about...

CAT An unusual story will soon be unfurled Of an elephant trying to save a small worldAnd
a boy from that world who has Thinks just like you!

CAT IN THE HAT, ALLJust think!

WHOS From the Planet
of Who

BOYAnd the smallest of small.

CITIZENS OF THE JUNGLETo the jungle of Nool,

HORTON And
the largest of all...

GROUP I GROUP 2 You think You think And think and think and think and thinkand think
And think and think and think and thinkand think And think and think and think and thinkand think And
think and think and think!and think!

ALL, BOYJust think!

ALLOh, the thinks you can thinkThink
and wonder and dream-Far and wide as you dare!

CAT Oh, the thinks you can think!

ALL When your
thinks have run dry,In the blink of an eye There's another think there!If you open your mind, Oh, the thinks
you will findLining up to get loose! Oh, the thinks you can think

BARITONES AND BASSES Oh, the thinks
you can think

ALL Oh, the thinks you can think!

TENORS Oh, the thinks you can think!

ALL Oh,
the thinks you can thinkWhen you think about Seuss! When you think about Seuss!When you think about Seuss!

CATOur story beginsWith a very strange sound -The
drums of a jungleBeginning to pound.

(Jungle drums begin.)CATNow, imagine a sky.

BOYI'll imagine
bright blue!

(BOY and CAT create a blue sky and a jungle setting.)

CATIt's the Jungle of Nool!

BOYNear
the River Walloo!

(The CAT and the BOY watch as the Jungle of Nool is revealed. The JUNGLE CITIZENS enter, along with
the BIRD GIRLS, a flamboyant "girl group" of the jungle.)

3. HORTON HEARS A WHO

CITIZENS OF THE JUNGLEWho
who wah dah Who who who wah dah dah dahWho who wah dahWho who who wah dah

Who who wah dah Who who who
wah dah dah dahWho who wah dahWho who who wah dah

Who who wah dah Who who who wah dah dah dahWho who
wah dahWho who

CATNow think of an elephant lumbering through.

(We now see HORTON THE ELEPHANT.)

CITIZENS
OF THE JUNGLEWho who wah dah Who who who wah dah dah dah

BOY (spoken)Horton!

CATYes, Horton!

CAT
& BOYHorton Hears a Who!

HORTON On the fifteenth of MayIn the jungle of NoolIn the heat of the
day,In the cool of the pool, He was splashing

JUNGLE CITIZENSSplash!

HORTON Enjoying the jungle's
great joysWhen Horton the elephant

BOYHorton the Elephant

BIRD GIRLS, ALLHorton the elephant

HORTONHeard
a small noise.

MAYOR (Offstage, distant and tiny)Help! Help!

BIRD GIRL #1 So Horton stopped splashing
He looked toward the sound

HORTON That's funny.

BIRD GIRLS Thought Horton-

HORTON There's
no one around.

BIRD GIRL #3 Then he heard it again

BIRD GIRL #2 Just a very faint yelp

HORTON
As if some tiny person were calling for help

MAYOR (Offstage, distant and tiny)Help! Help!

HORTON
I'll help you

BIRD GIRLS Said Horton

HORTON But who are you, and where?

BIRD GIRLS He
looked and he looked.

BIRD GIRLS, HORTON He could see nothing there But a small speck of dustBlowing past...

(All
follow an invisible speck of dust with their eyes, as it shoots past and stops in front of HORTON.)

HORTON, BIRD GIRLSThrough
the air.

HORTON I say! How confusing!I've never heard tell Of a small speck of dust that is able to yell,
So you know what I think?Why I think that there must be someone on top of that small speck of dust.Some poor little
person Who's shaking with fearThat he'll blow in the pool! He has no way to steer!He's alone in the universe!I'll
just have to save himBecause after all, A person's a person, no matter how small.A person's a person no matter
how-

HORTON JUNGLE CITIZENS Small... Who who wah dah who who who wah dah dah dahwho who wah dah who
who

BIRD GIRLS # 1,2,3 So, gently, and usingThe greatest of care, The elephant stretchedHis great trunk
through the air,And he lifted the dust speckAnd carried it over And placed it down,

HORTON (spoken)Safe!

BIRD GIRLS On a very soft clover.

(THE SOUR KANGAROO makes an impressive entrance.)

4. BIGGEST
BLAME FOOL

SOUR KANGAROO Humpf! ... Humpfed a voice. 'Twas a sour kangaroo, And the young kangaroo in
her pouch said:

YOUNG KANGAROO "Humpf"

SOUR KANGAROOToo!

SOUR KANGAROOWhy that speck is
as small as the head of a pin.A person on that? Why there never has been! (She laughs derisively)You're the biggest
blame fool in the Jungle of Nool And I don't care who I tell. The biggest blame fool in the Jungle of Nool,

HORTON It's true. Please believe me! I tell you sincerely
My ears are quite keen and I heard him quite clearly I know there's a person down there. And what's more, Quite
likely there's two. Even three. Even four!

(The WICKERSHAM BROTHERS enter - a trio of monkeys up to mischief)

WICKERSHAM
#2 Ha! Laughed a voice!

WICKERSHAM #1,3 Ha! Laughed some others!

WICKERSHAMS Ha! Ha! Ha! Laughed
the Wickersham brothers!

(They dance with glee.)

Oh, he's the biggest blame foolIn the Jungle of Nool And
monkeys like us should know.

SOUR KANGAROONo, no, no, no!

WICKERSHAMS We've been out on a limbLookin'
down on him-

WICKERSHAM #1 And he's fat!

WICKERSHAM #2He's dumb!

WICKERSHAM #3He's slow!

SOUR KANGAROOUh huh!

SOUR KANGAROO & WICKERSHAMS Elephants ain't too swift as a ruleBut he's
the biggest blame fool in the Jungle of Nool. 'Cause he's talkin' to a speck - talkin' to a speck - To a speck of
dust

WICKERSHAM #3 Blame fool in the Jungle of Nool

WICKERSHAMS & BIRD GIRLS & SOUR KANGAROOTalkin'
to a speck Talkin' to a speck - To a speck of dust!

WICKERSHAM #3 Blame fool in the Jungle of Nool

SOUR
KANGAROOR-e-s-p-e-c-k! Oh, please! Take that speck away!

ALL Did you hear? Did you hear? Did you, did
you hear?

BIRD GIRLS Through the jungle, the news quickly flew.

ALL Did you hear? Did you hear? Did
you, did you hear?

BIRD GIRLS He talks to a dust speck!It's on Channel Two!

(THE BOY instantly envisions
the whole scene on TV. THE CAT IN THE HAT now plays a TALK SHOW HOST of the "sympathetic" variety, a la Sally Jesse Raphael,
microphone in hand.)

CAT (as TALK SHOW HOST)Our topic today is "Psychic elephants who hear voices.' Whaddaya
think, folks... Is the elephant off his trunk? We'll he right back with "speck", "clover", "dust", "neighbor", 'who'....

(CAT
holds the microphone to the clover for a beat)

Nothing! Stay tuned - we'll be right back!

(The CAT now interviews
GERTRUDE MCFUZZ, a plain bird with a one-feather tail)

ALL Biggest blame fool In the Jungle of Nool

GERTRUDE
I'm Gertrude McFuzz, and I live right next door.He's never done anything crazy before.

ALL Biggest blame
fool In the Jungle of Nool

GERTRUDE He's always been friendly and loyal and kind. I just don't believe
Horton's out of his mind!

HORTON
I won't let you down. No, I won't let you fall. A person's a person No matter how small.A person's a person
No matter how small.

WHOS Whoooo!

(The WHOS begin to recede.)

WHOS (mysterious)Who Who...

(Light
comes up on the CAT.)

CATAn invisible world. Amazing but true. We'll leave Horton to listen, and we'll zoom
in on Who. But guess who enters the story now?

BOYWho?

CATYou!

MR. MAYOR Meet a tiny
Who family on a small rainy day.

MRS. MAYOR Mom and Dad are just home from the Who PTA.

CATAnd here's
their son JoJo!

(To THE BOY'S surprise, THE CAT pushes him into the scene, and he becomes a character in the story.
From now on, we will call him JOJO. He is now with his parents, MR. MAYOR and MRS. MAYOR.)

MRS. MAYOR In trouble
again!

MR. and MRS. MAYOR, CAT'Cause his Thinks take him places where no one has been.

(JOJO's parents begin
to scold him. THE CAT reacts with guilty amusement. We can see he's the one who got JOJO into trouble! JOJO can see THE CAT,
but his parents can't.)

MR. MAYOR I'm the mayor of Who. Why I've just been elected. And upright behavior is
thus forth expected.

MRS. MAYOR But we've just had a talk with your teachers today And they didn't have one
single good thing to say

MR. MAYOR You invented new Thinks which defy all description!

MRS. MAYOR You
gave Miss O'Dooley a nervous conniption!

MR. MAYOR Your Thinks were so wild they disrupted your classesAnd
made Mrs. Mackel-Who drop her new glasses.Which is why you're suspended! Yes, that's what they said!Young man, what
in Who has got into your head?!

JOJOI...um...

(JOJO looks to the CAT for help, but the CAT makes it clear
he's on his own)

MR. MAYOR Now Horton has found us. We're safe on a clover. But clearly our troubles are far,
far from over.

JOJO FISH Oh, the sea is so full Ooh ... Wah-ooh ... Of a number of fish If
a fellow is patient Ooh ... Wah-ooh ... He might get his wish! And that's why I think Ooh ... Wah-ooh ... That
I'm not such a fool When I sit here and fish When I sit here and fish In McElligot's pool!

MRS.
MAYORGet dressed, dear.Look your best, dear.Soon you will be on your way.

MAYORNow, here is your pencil.

MRS.
MAYORHere are your mittens.

MAYOR & MRS. MAYORHere is your sword --

JOJOMy...sword?

(The
CAT IN THE HAT blows a fanfare as GENERAL GENGHIS KAHN SCHMITZ arrives grandly.)

SCHMITZ I'm General Genghis Kahn
Schmitz.I scare children out of their wits.But you'll see at a glance, sir, My school is the answer For shirkers
and dreamers and twits... And in this case, I'd say the shoe fits!

SCHMITZ The military
academy Is the place where he should be sent. We'll drill the silliness from his head- I'm sure we'll make a dent!

We'll teach him fighting And left and righting Until he's muscled and tan! A-hut-two-three! He's pathetic!
A-hut-two-three! Unathletic! A-hut-two-three! But I'm betting we can! The military! That's what makes
a boy... A man!

SCHMITZLook at these boys. Why, you'd never know that just a few short months ago this one hummed in the
shower! This one couldn't color within the lines. And this one actually had an Opinion!

SCHMITZOur boys believe
In the right of every who To eat their bread Butter side up!

CADETSButter side up!

SCHMITZ
One thing we trustOn this fragile speck of dustIs eating bread Butter side up!

JOJOButter side
up?

SCHMITZ And as for those who like their butter down

CADETS Down! Down! Down!

SCHMITZ, CADETS
We'll go to war And run them out of town!

(DANCE BREAK, in which the CADETS perform military exercises. JOJO
tries to imitate them with little success.)

CADETS A-hut-two-three!

SCHMITZ We enlist 'em.

CADETS
A-Hut-Two-Three

SCHMITZ In our system. And boys soon see Nothing's easier than... The military!

SCHMITZ CADETSThat's what makes a boy... That's what makes a boy... That's what makes a boy ... That's what
makes a boy... A man!!! A man!!!

(SCHMITZ starts a "marching call" and the CADETS begin to march off in line.
JOJO tries to keep up.)

9E. THE MILITARY (PLAYOFF: GREEN EGGS AND HAM)

SCHMITZ I do not like green eggs
and ham!

CADETS Do not like green eggs and ham!

SCHMITZ I do not like them, Sam I am!

CADETS
Do not like them, Sam I am!

SCHMITZ Sound off!

CADETS Eggs and ham!

SCHMITZ Sound off!

CADETS
Sam I am!

SCHMITZ & CADETS I do not like green eggs... And ham! Schmitz, Schmitz, Schmitz, Schmitz...

(JOJO'S
PARENTS are gone as the scene transitions to JOJO'S military school, HE is now alone in his bunk bed. Simultaneously we see
HORTON alone, guarding his clover. Night falls.)

10. ALONE IN THE UNIVERSE

HORTON I've been guarding this
clover For over a week, Getting laughed at For thinking a dust speck can speak. Well, let them all laugh I'll
try not to mind, For I have found something That they'll never find!

There are secrets on a leaf, In the
water, in the air, Hidden planets, tiny worlds,All invisible! Not a person seems to know. Not a person seems
to care. There is no one who believes a thing I say...

Well, I'm fairly certain At one time or other, Great
thinkers all feel this way!

I'm alone in the universe. So alone in the universe. I've found magic but they
don't see it

They all call me a lunatic. Ok, call me a lunatic. If I stand on my own, so be it.

'Cause
I have wings. Yes, I can fly Around the moon And far beyond the sky And one day soon I know there you'll
be One small voice in the universe One true friend in the universe Who believes in me...

JOJO HORTON I'm
alone in the universe. So alone in the universe. My own planets and stars Are glowing.Alone in the universe
No one notices anything. Not one person is listening. They don't have any way of knowing. Nobody knows thatI
have wingsI have wings.Yes, I can flyI can flyAround the moonAnd farBeyond the sky Beyond the sky

BOTH
Well someday soon You will hear my plea

HORTON One small voice in the universe

JOJOOne true
friend in the universe

BOTH Please believe in me ...

HORTON (softly, to his clover)Hello...hello?

JOJO
(startled) Hello?

HORTON (startled as well)Who's there?

JOJOIt's me, Jojo. The Mayor's son.

HORTON
I'm Horton. The Elephant

JOJO Are you real, or are you a very large think?

HORTON Oh, I'm real,
all right. I would state that in ink.

JOJO In my thinks, I imagine a lot of strange things And I go to strange
places, as if I had wings! I love a good think!

HORTON Well, for me that goes double.

JOJOSometimes
my thinks are what get me in trouble.

HORTON When you think, do you dream?

JOJO In bright colors!

HORTON
Me too. And I go to strange places Like Solla Sollew!

JOJO When you think, do you think You could
fly to the stars?

HORTON Little friend, no one else Could have thinks such as ours!

(HORTON and JOJO
imagine they are flying through the starry universe.)

HORTON JOJOYes, I have wings. I have wingsAnd I can
flyI can fly ...Around the moon And far beyond the sky Beyond the sky ...You called my name And you set
me free- One small voice in the universe

JOJO One true friend in the universe

BOTH Who believes
in me.

HORTON Goodnight Jojo.

JOJO Goodnight Horton. See you in Solla Sollew!

(HORTON exits
and JOJO goes to sleep. Suddenly, THE CAT pops up behind JOJO's bed and shakes him awake.)

CATWake up! The scene's
over!There's more to be heard.There goes our hero. Who enters?

JOJOThe bird!

(GERTRUDE McFUZZ enters,
carrying a small guitar.)

GERTRUDE"Love Song for Horton" Four Hundred and Thirty-Seven.

(GERTRUDE begins
to play and sing.)

11. THE ONE FEATHER TAIL OF MISS GERTRUDE McFUZZ

GERTRUDE Doo doo, doo doo, doo doo,
doo doo doo doo...There once was a girl bird named Gertrude McFuzzAnd she had the smallest plain tail ever was.One
droopy-droop feather, that's all that she hadAnd oh! That one feather made Gertrude so sad

She curled it. She dyed
it she gave it a puffShe decked it with flowersBut it wasn't enough. For no matter what, It just was what
it was- A tail that simply wasn't meant To catch the eye of an elephant... The one feather tail of Miss Gertrude
McFuzz.

MAYZIE BIRD GIRLS
Get those pills Get the pillsAnd you can have frills Frills!

MAYZIE & BIRD GIRLS For all the
world to see. And you can be amayzing-

MAYZIE Almost...As amayzing... As me!!!

(MAYZIE exits
with flare.)

12a. AMAYZING GERTRUDE

GERTRUDE So she flew to the doctor, the doctor named Dake Whose
office was high in a tree by the lake. And she cried, -Mr. Doctor! - oh, please, do you know Of some kind of pill
that will make my tail grow?

(NOTE:
The CAT may use German, pig Latin, unintelligible gibberish or anything else that's funny in order to say the above. However,
if anything but plain English is used for the above, then please add the following lines in parenthesis to provide a "translation":

GERTRUDE
(Baffled)Huh??

CAT (as Doctor Dake) In other words, your little tail is just right for your kind of bird!

GERTRUDE (having a tantrum)Then Gertrude had tantrums. She raised such a din That finally the doctor just
had to give in.

CAT (AS
NEWSCASTER)This is the cat in the hat Live from Skycam Five. Folks, the Jungle of Nool Is one heck of a drive.
We've got monkeys backed up To the three-oh-two I'd find alternate routes If I were you!

(THE CAT
"flies" off)

WICKERSHAMS, SOUR KANGAROO & BIRD GIRLS Then over the desert, The Desert of Dreze!And
into the forest With thousands of trees Past Sneetches on beaches

CITIZENS OF THE JUNGLE, WHOSOn Horton traveled And on that bird flew. And, oh, there was
trouble,

WHOSTrouble on Who!

ALL (INCLUDING WHOS) That black-bottomed eagle was cruel as could be...

HORTON 'Cause at six fifty-six, Vlad Vladikoff dropped it The clover went tumbling and nobody stopped it!
And head over heels, one hundred miles down, Fell the poor little Whos and their whole tiny town!

WHOS (Scream)Aaah!

(THE CAT IN THE HAT appears in the midst of this grim moment and blithely freezes the Whos in mid-fall)

15.
HOW LUCKY YOU ARE

CAT When the news is all bad, When you're sour and blue, When you start to get mad You
should do what I do-

(The CAT mischievously lets the WHOS fall a few more feet)

WHOS Aaah!

CAT
IN THE HAT Tell yourself How lucky you are...

When your life's going wrong When the fates are unkind When
you're limping along And get kicked from behind Tell yourself how lucky you are...

(THE CAT lets the WHOS
fall a little more)

WHOSAaah!

CAT Why decry a cloudy sky An empty purse A crazy universe? My
philosophy is simply Things could be worse!

(The CAT sniffs the clover sneezes allergically - all over THE WHOS)

AH
... AH.. AH-CHOO!

(The WHOS react in disgust at being sneezed on)

WHOS EWWW!

CAT So be happy
you're here. Think of life as a thrill CAT And if worse comes to worse (As we all know it will)Thank your
lucky star You've gotten this far...

We're here in this beautiful theatre -

(To a child in the audience
- obviously a rich kid!)

CAT And you're in the first row!(To audience)How lucky to be in the theatre!More
lucky than you know!You could have the luck of our heroWhose luck has been running low

FOR CERTAIN!

Curtain!

(We
see the huge pink clover field into which the WHOS have dropped)

HORTONOh, no!

CATHow lucky you are!
How lucky, how lucky you are!

(THE CAT, WHOS and JOJO are gone, and HORTON stands alone)

HORTON That
bird let that clover drop somewhere insideOf a great patch of clovers, one hundred miles wide! I'll find it, I'll
find it! I'll find it or bust! I shall find my friends on their small speck of dust.Yes, clover by clover by clover
with care I'll listen and I'll call, are you there? Are you there? Are you there? Are you there?

(HORTON begins
his search for the WHOS clover by clover . He picks one up, carefully puts it to his ear, listens for a beat, then tosses
it over his shoulder. He repeats this, carefully listening and then tossing. GERTRUDE MCFUZZ enters. Her tail is now magnificent!
She sings to HORTON, but he takes no notice because he is searching for the speck of dust)

16. NOTICE ME, HORTON

GERTRUDEIt's
taken all my courage to approach you Not to mention all my stamina to follow you Across the hills and deserts. But
I feel as if I'm ready To confess to you the feelings That I've hidden with great diligence and labor... Behind
the faзade Of your odd little next-door neighbor.

My eyes are too small. I have very large feet. And
I'm not very proud of my pitiful tweet But I've now got a tail That is something to see...

HORTON One
hundred and two. One hundred and three.

GERTRUDE Oh, notice me, Horton, feather by feather. This is your next-door
neighbor calling!Notice me, Horton. Horton, together We could be great Oh, notice me, Horton Put down
the clover! This is your next door neighbor calling. There's a new leaf Your neighbor's turned over-

HORTON
Over and over, Clover by clover...

GERTRUDE, HORTON I was just a no one only yesterday. You showed
up and showed me something more. Now I've become a someone Who has someone to believe in And to be there for...

(HORTON continues his search)

GERTRUDE (Quietly determined)I will not give up hope. I was hooked
from the start When I noticed your kind And your powerful heart. So notice me, Horton...

HORTON Oh,
the world would be something new

GERTRUDE Notice me, Horton

HORTON If they noticed a thing or two...

GERTRUDE Notice me, Horton

GERTRUDE, HORTON The way I notice you.

(The clock ticks as HORTON
continues his clover search. GERTRUDE finally exits in defeat. Time jumps to much later in his search.)

(HORTON sees MAYZIE sitting on a huge, colorful egg, in a nest, in a tree)

HORTON Mayzie
.. Are you on a nest?

MAYZIE (defensive)Yeah. You wanna make something of it?

HORTON No, I just never
thought I'd see you on a nest

MAYZIE Neither did I, Hort...neither did I.

(The CAT as PIANIST rides out
on a small, Seussian piano and plays a musical intro for MAYZIE)

16a. HOW LUCKY YOU ARE (MAYZIE'S REPRISE)

MAYZIE
(improvised vocal scat)Da da da da da da da...

I was down in Fort Worth, Just a girl on the wing, When
I met Tweet McFirth. Oh, could that night owl sing!Tell yourself How lucky you are!

CAT (AS PIANIST)How
lucky, how lucky you are-

MAYZIE It was three weeks of bliss. Then the usual segue: He flew off to San
Juan Leaving me with this egg!Tell yourself How lucky you are!

CAT (AS PIANIST)How lucky you are!

MAYZIE
Now I'm bored and I'm cranky and tired Sitting day after day. Who knew so much work was required?! I'd
much rather play!I need a vacation! I'm due for some rest- Hey, Horton, would you maybe like to sit on my nest-?

HORTONWhy, Mayzie I couldn't. Of all silly things!I haven't got feathers. I haven't got wings.And
not only that, but I'm here on a search.I just couldn't leave my poor Whos in the lurch!

MAYZIEI won't be gone
long, kid. I give you my word.I'll hurry right back, 'cause I'm that sort of bird!Oh, Horton, I promise! I'll fly
back real soon.I'd only be gone for, say, one afternoon!

(A beat, as HORTON considers this)

HORTON (relenting)
Well, we all need vacations. All right go on, take it I'll sit on your egg And I'll try not to break it But
please come back quickly- One hour, maybe two. I need to find Jojo. I've got to save Who!

MAYZIE Hit
it cat!

(The CAT strikes up an energetic Latin beat on the piano, accompanying MAYZIE as she flies off, thrilled with
her newfound freedom.)

Thanks! Thanks a million! Toodle-oooo!

(The BIRD GIRLS watch as HORTON climbs the tree
with great trepidation and gingerly gets into the nest.)

FINALE

BIRD GIRLS Then carefully, tenderly,
Gently he crept Up the trunk to the nest Where the little egg slept. Then Horton the elephant smiled:

HORTON
Now that's that.

BIRD GIRLS And he sat and he sat And he sat and he sat.

He sat all that day And
he kept the egg warm... And he sat all that night Through a terrible storm...

(The
season changes. THE CAT dumps autumn leaves on HORTON. GERTRUDE McFUZZ enters. Her tail is now extremely long - in fact, some
of it still remains offstage)

GERTRUDEHorton, I brought you a scarf.

HORTONThank you, Gertrude. Have
you heard from Mayzie?

GERTRUDEShe sent a card from Palm Beach.

HORTONPalm Beach! Gertrude, what if
she never comes back?

GERTRUDEDon't worry, she will. Um, Horton, notice anything different?

HORTONYes,
it's g-g-g-getting colder.

(GERTRUDE sighs and exits. HORTON still doesn't notice her tail, which crosses the stage
long after she's gone)

BIRD GIRLS (& OTHER WOMEN O.S.)Ooh! Ooh! Ooh! Ooh!...A-aah!

BIRD GIRLS And
then came the winter..The snow and the sleetAnd icicles hungFrom his trunk and his feet, Ooh!...

(THE
CAT hurls buckets of snow at HORTON)

HORTON (resolute)I can't leave this nest. No, I meant what I said. This
egg might get frozen But the Whos might be dead! I couldn't say no When I heard Mayzie beg Now I'm caught
between a dust speck And an incubating egg!

(Suddenly, HUNTERS surround HORTON)

Help! Someone help! Hunters!
Help!

(There is chaos in the jungle. GERTRUDE tries to fly to HORTON'S aid, but can't because of her heavy tail. She
wrestles with it)

GERTRUDEHorton! ... Horton!

(Musical intro as THE CAT IN THE CAT enters and freezes the
terrifying tableau. Instead of singing, THE CAT tips the song to HORTON, who unfreezes. His attitude changes immediately from
terror-stricken to blithe.)

HORTON When your life's going wrong And you're wondering why

(GERTRUDE
unfreezes and sing cheerfully.)

GERTRUDE When your tail is so long You're unable to fly!

CAT &
HORTON & GERTRUDE Tell yourself how lucky you are.

(Lights come up on JOJO, "after the fall", a little banged
up.)

JOJOWhen you land with a thudAnd you're bumped and you're bruised,

HORTONWhen you're trapped

GERTRUDEAnd
you're grounded

JOJO, HORTON, GERTRUDEAnd lost and confused!

JOJO, HORTON, GERTRUDE, CATTell yourself
how lucky you are!

(Lights come up on the MAYOR, MRS. MAYOR, CITIZENS OF WHO and GENERAL GENGHIS KHAN SCHMITZ with
JOJO. All are bandaged, battered and on crutches, but despite this, cheerfully "showbiz")

CAT So go
have a nice intermission.(The lobby's a real zoo!)But we've gotta fix up the stageAnd get ready to play Act Two!

GROUP
1 WHOS Tell yourselfHow lucky you are... How lucky! How lucky! how lucky you... How lucky you are... How lucky!
How lucky! how lucky you... How lucky you are... How lucky! How lucky!how lucky! How lucky! how lucky! How
lucky you are! How lucky you are!

Tell yourselfHow lucky you are... How lucky! How lucky! how lucky you...
How lucky you are... How lucky! How lucky! how lucky you... How lucky you are... How lucky! How lucky!how
lucky! How lucky! how lucky! How lucky you are! How lucky you are!

CATHow lucky you are!

(The CAT
makes a magical exit.)

END of ACT 1

ACT II

18. SEUSSICAL ENTR'ACTE

(As the orchestra tunes
up, we realize that the CONDUCTOR IS actually THE CAT. The conducting becomes more wild, more out of control. Pages fly, the
baton goes crazy, chaos ensues. This section uses all THE CAT'S anarchic tricks - a star turn. THE CAT manages to regain control
and start the Act.)

CAT(at musical button)Seuss!

And now, ladies and gentlemen, the moment you've all
been waiting for. Without further ado, presenting Act...

(THE BOY runs in - the same little boy he was at the beginning
of the show - "outside the story)

HORTONShoot if you mustBut I won't run away.No matter
what happens I said I would stay.

CATThe Whose had all crashedAnd their whole town was scrapped.

(We
see JOJO at military school. He is confronting SCHMITZ to little effect.)

JOJOWe're lost in the clover.We need
to be found.Sir, why do we just keep on Marching around?

CAT IN THE HATAnd Gertrude was helpless. I think
you know why.Her tail was so long she could no longer fly!

(GERTRUDE appears, dragging her tail onstage with the
help of the BIRD GIRLS)

GERTRUDE BIRD GIRLSHorton! Horton! Aahh...La la la la la la la la !

CATSo
our story resumesOn a terrible dayAs Horton gets carried away!

(Drums begin as HORTON is transported away)

19.
EGG, NEST AND TREE

SOUR KANGAROO Up out of the jungleUp into the sky. Up over the mountains

BIRD
GIRLS, WICKERSHAMS & SOUR KANGAROOTen thousand feet high.

SOUR KANGAROO & BIRD GIRLS Then down from
the mountains

BIRD GIRLS & WICKERSHAMS & SOUR KANGAROOAnd down to the sea

ALL (EXCEPT HORTON)Went
Horton the elephant Egg, nest and tree.

WOMEN Egg, nest and tree!

MEN Egg, nest and tree!

ALL
(EXCEPT HORTON)They loaded the wagon Right onto a ship. Out over the ocean And ooh, what a trip! Rolling
and tossing And sick as could be!

(HORTON throws up on one of the HUNTERS, who reacts!)

HORTONBlaaggghh!

ALLJust
a seasick elephant Egg, nest and tree.

"VOCALLY LOW" MEN Nest and tree

ALL Egg, nest and tree...

"VOCALLY LOW" MEN Nest and tree

BIRD GIRL #1 After bobbing around for two weeks like a cork.

ALL
(EXCEPT HORTON) Egg, nest and tree!

BIRD GIRL #2 They landed at last In the town of New York.

ALL
(EXCEPT CAT IN THE HAT & HORTON) Egg, nest and tree!

BIRD GIRL #3 He was wet. he was tired. And hungry
and cold.

ALL (EXCEPT HORTON) Egg, nest and tree!

BIRD GIRLS Then, Horton was taken to auction...

(The CAT appears as a very proper, elegant auctioneer)

CAT AS AUCTIONEERGood evening ladies and gentlemen,
and welcome to Seusseby's. Our first item up for bid this evening is lot 39, a pendulous pachyderm on egg, nest and tree.
The bidding will begin at ten thousand dollars. Do I hear ten, ten thousand?

(NOTE: Another "free" improvisational
area for THE CAT to invite audience participation in the auction.)

CAT AS AUCTIONEERGoing once, going twice...

(The
CAT bangs his gavel)

Sold...to the man with the sideburns and the greasy black mustache. Oh, excuse me, Madame! Sold...to
the man from the circus!

ALL (EXCEPT CAT & HORTON) Sold ... Sold ... Sold ... Egg, nest and tree.

(ALL exit mournfully, as HORTON is carried off. And suddenly, THE CAT is transformed into the man from the circus
- McGURKUS himself. Circus music begins)

20. THE CIRCUS MCGURKUS

CAT (AS MR. McGURKUS)Step right up, ladies
and gentlemen, children and creature.The smallest of the small, and the tallest of the tall!Come old and young! Come
one and all!It's the Circus McGurkus!The world's greatest showOn the face of the earth or wherever you go!

The
Circus McGurkus!In town for one weekEach marvelous marvelIs ten cents a peek!Oh, the sights that you'll seeWhy,
our big top is packed.And there's no telling whereWe may find our next act!

(The curtain rises to reveal a
parade of strange and wonderful animals and performers.)

CIRCUS ANIMALS & CIRCUS FOLKOh! Oh!Ah! Ah!

CAT
(AS MR. McGURKUS), CIRCUS ANIMALS & CIRCUS FOLKCome see the show!

(The circus swirls and the Seussian animals
and performers present their "specialty" acts. At last, a drum roll heralds the greatest act of all)

CAT (AS MR. McGURKUS)And
now, all you folks, for the first time on view, From the Jungle of Nool, near the River Walloo, A pendulous pachyderm!
Look! Can it be?Who sits on an egg...in a nest...in a tree!!

(HORTON appears, dressed for the circus, displayed
on his next. He tries to be a good sport and waves shyly for the audience.)

(HORTON and the CIRCUS exit, SEGUE to Palm Beach, where MAYZIE lies lazily under a palm tree, attended by THE
CAT IN THE HAT who now plays a suave LATIN POOLBOY named JOSE*)* If CAT is played by female, substitute RENEE the Beautician.

21.
MAYZIE IN PALM BEACH

MAYZIEWhen you're down in Palm BeachWith the breeze in your hairAnd you don't have
an eggOr a nest or a care, Tell yourself how lucky you are.

CAT (AS JOSE THE POOLBOY or RENEE THE BEAUTICIAN)How
lucky, how lucky you are.

MAYZIEWhen it's day after day After beautiful dayTo be lazing awayBy the
sea with Jose (Renee),Tell yourself how lucky you are.

CAT (AS JOSE THE POOLBOY or RENEE THE BEAUTICIAN)How
lucky you are!

MAYZIEStill, I'm bored and I'm cranky and tiredSitting day after day.Who knew so much work
was requiredFor nothing but play.I need something diff'rent!I crave something new!(She grabs the CAT)Hey,
maybe could you think of something diff'rent to do?!

(In self-defense, he hands her a flyer.)

21A. MAYZIE AT
THE CIRCUS

MAYZIE A circus! I love a show! I think I'll go!

(MAYZIE exits as the circus enters.
SHE re-enters with souvenirs and cotton candy. We see the circus animals, now in their cages. Suddenly, she is face-to-face
with HORTON.)

MAYZIE Good gracious! I've seen you before- now, let's see. - -

HORTON Why Mayzie, it's
Horton! Remember? Its me! I've sat on your egg now for fifty-one weeks! I've sat here while people have paid to take
peeks! I've sat here through lightning and hail storms and snow! Won't you take back your egg?

MAYZIE Gee.
I really don't know...

21B. AMAYZING HORTON

MAYZIE Oh, wow, it's really late! And gee, I've got a date!
And lots of places to be. But it's so great to see you!

Look at you! Who would ever guess? Look at
you! Such a big success... And it's all thanks to me!

Amayzing Horton! That egg-sitting circus sensation!
Amayzing Horton! Even I'm impressed! Amayzing Horton! While I was off taking vacation

MAYZIEYou
made your fortune Up on Mayzie's nest...

I may be Unreliable. Fancy free. Irresponsible. Crazy
me, Always eager to fly.

But seeing you Gives me true delight Just this once I've done something right.

The egg is all yours! No, don't thank me,I'll cry!

(Just for a moment, MAYZIE is actually sincere
and even a little contrite.)

Good luck when it hatches. Good luck... And goodbye.

(MAYZIE exits hastily.
The other animals look at HORTON with sympathy as he holds the unwieldy egg in his arms)

HORTON I meant what I
said, And I said what I meant An elephant's faithful, One hundred percent

21c. ALONE IN THE UNIVERSE (REPRISE)

HORTON And now, little egg, You're alone in the universe too. Who would have thought you'd be left up
to me, A fool of an elephant up in a tree, Well, this time, I swear I'll do better than try I'll protect you from
harm. Yes, I'll do it or die! So rest now, young egg, And I'll sing you a lullaby...

22. SOLLA SOLLEW

HORTON
There's a faraway land So the stories all tell Somewhere beyond the horizon. If we can find it Then all
will be well, Troubles there are few, Someday, we'll go to... Solla Sollew Solla Sollew

(We see JOJO at military school, writing a letter. MR. and MRS. MAYOR are home,
reading his letter.)

JOJO Dear Mom and Dad, I'm thinking of you. And wishing we all were in Solla Sollew

MAYOR They say breezes are warm there

HORTONAnd people are kind.

JOJO, HORTONMaybe it's
something like heaven.

JOJO, MAYOR, MRS. MAYOR, HORTONI close my eyes And I see in my mind Skies of bluest
blue

CIRCUS ANIMALS, ALL Solla Sollew

HORTON I've had so much trouble JOJO, MAYOR, Finding
my way there. MRS. MAYOR &When I get close, CIRCUS ANIMALS It disappears. Solla Sollew If we can get there,
We're gonna stay there If it takes us miles,

JOJO, MAYOR AND MRS. MAYORIf it takes us miles

HORTONIf
it takes us years.

High on a mountain Or lost on the sea,

HORTON & JOJOSooner or later, I'll find
it

MAYOR I have a picture Of how it will be

MAYOR & MRS. MAYOR On the day I do

HORTON
& MAYOR & MRS. MAYOR & JOJO Troubles will be through And I'll be home with you.

SCHMITZWe've
arrive at the war, as I said that we would.And war is a thing that does every boy good!We will sleep in the trenches
and go without supperTo make the world safe for each Butter Side Upper.And we'll shoot every traitor and all out-of-townersWho
side with this bibulous Butter Side Downers!Any questions?

JOJOSir, This war makes no sense.Just on
Think and you quit.Spreading bread up or downDoesn't matter a bit!We've crashed in the clover!There's no help
in sight.So why are you hereTeaching children to fight?

(SCHMITZ reacts as JOJO continues)

And not only
that, sir, It's Christmas on Who!I'd rather have Christmas than war, wouldn't you?

So here is my sword. And
here is my hat.I'm going home! And that, sir, is that!

SCHMITZIt's a minefield out there!This is no time
for play!

JOJOSir, I think what I think.Now get out of my way!

(JOJO heads out, attempting to hop across
a minefield)

SCHMITZSoldier, you will obey!You will halt!JoJo, come back!Son, wait!

(JOJO sways
and begins to lose his balance. The sounds of gunfire grow louder. Suddenly, there is a loud explosion, a flash of light...and
JOJO is gone)

(TRANSITION. We hear a Christmas theme and we see the GRINCH on a small, rickety stage, surrounded by
young Whos in homemade angel wings. One of the young Whos plays MAX THE DOG. It's the annual Who Christmas celebration, even
though there's a war on. THE GRINCH is nearing the end of his familiar recitation.)

MAYOR Thank you, Mr. Grinch. As always,
a wonderful Christmas show!And, may I say, we're most grateful this year.Since we've all had such trouble! Much trouble,
I fear.We crashed in the clover. Things smashed and things tore.Our town is a mess and our planet's at war.But
it hasn't stopped Christmas from coming. It came!Somehow or other, it came just the same!So let's make a toast that
the war won't arrive here.That Horton will find us. And we all stay alive, here!

MRS. MAYOR(Possibly a bit
tipsy)And here's to our JoJo. Our sweet, precious son.Who's still off at school and I'm sure having fun!

(The
WHOS raise their glasses and toast. Just then. SCHMITZ and CADETS enter.)

(THE CAT uses dolls to re-enact
JOJO getting blown up, doing the voices of JOJO and GENERAL SCHMITZ)

THE CAT (AS SCHMITZ)It's a minefield out there!This
is no time for play!

THE CAT (AS JOJO)Sir, I think what I think.Now get out of my way!

THE CAT (AS SCHMITZ)Soldier,
you will obey!You will halt!JoJo, come back!Son, wait!

(THE CAT makes the sound of an explosion and tosses
the JOJO DOLL into the wings, just as the real JOJO tumbles onto the stage. He slowly gets to his feet, frightened and alone.)

25.
JOJO ALONE IN THE UNIVERSE

JOJOI'm alone in the universe.So alone in the universe.Horton, where are youAnd
what should I do?I'm lost and I'm frightened And don't have a clue.You said you'd be thereIf I needed you
toI'm thinking of you...

(THE CAT lights up, but JOJO doesn't see him yet.)

26. HAVIN' A HUNCH

SCARY
VOICES (Offstage)Ooh! Wah-ooh-wah! Ooh! Wah-ooh-wah!

CAT Have you ever had a hunch You should follow
your nose? Then you have a sudden hunch You should follow your toes? Soon a sneaky hunch is whispering Better
go straight! And before you know it Oh, it's so late late late late!

(A DREAM nightmare ensues, in which all kinds of strange Seussian creatures and events
challenge and scare JOJO.)

HUNCHES Ooh! Ah!

HUNCHES, CATHunch!

HUNCHES Ooh! Ah!

HUNCHES,
CATHunch!

HUNCHES Ooh! Ah! Hunch!Ooh! Ah! Hunch!

(At the height of his fright and confusion, JOJO
confronts THE CAT.)JOJOYou're nothing but trouble! Just trouble galore!You flooded my house, sent me marching
to war.Filled my head full of Thinks!And you won't go away!

CATAll right. I'll be going.But first,
let me say...

JOJONo!

CATThink of nobody hereAnd the feeling of fearAnd the darkness of night

HUNCHES
Ooh Ooh...

ALL, CATAll alone in the gloom As you're facing your doom

CATThink a glimmer of light!

(THE
CAT turns on a light, and the HUNCHES are revealed as just a bunch of actors in costume. They're a little sheepish to be caught
in the act. JOJO is amazed and relieved.)

JOJOYou mean, that's it?

CATThat's it. It's all in your mind.You're
a Thinker, JoJo.Tried and true.I don't often meet real Thinkers like you.

JOJOI want to go home.

CATWhat,
that's easy to do!Just follow your Hunches.They'll lead you home to Who.

Think a bridge to the shoreAnd
a road to your door.You'll be home before lunch!

JOJOOh, the places I'll go If I follow my...

JOJO,
HUNCHESHunch!

HUNCHES, CATFollow your Hunch!

(The HUNCHES and CAT now help JOJO to find his way home)

And
oh! The places you'll go!

JOJO I've got brains in my head And feet in my shoes

ALL (EXCEPT JOJO)So
steer yourself any direction you choose!

And oh, the places you'll go! Set your hunches free to wander And
follow them where they roam

HUNCHES, CATAnd follow your hunch Follow your hunch Follow it...

Follow
your hunch Follow your hunch Follow it .. .

Follow your hunch Follow your hunch Follow it

(The
CAT and JOJO'S HUNCHES magically deliver JOJO home to his PARENTS.)

HUNCHES, OFFSTAGE VOICES Home ...

(Parents
and son embrace joyfully)

ALL Anything's possible!

(In the darkness, we see a figure carrying a flashlight.
Its light reveals GERTRUDE McFUZZ)

GERTRUDE I'll bet you forgot about Gertrude McFuzzWell, that's nothing new.
I mean, everyone does.But Gertrude did something that few birds could do.So this is the Tale of Miss Gertrude. Part
Two.

(GERTRUDE's flashlight picks out the poster for the Circus McGurkus. We hear the sounds of snoring)

Psst!
Horton! Horton!

HORTONWhat is it? Who's there?

GERTRUDE It's me, Gertrude! Horton! OH, Horton! I was
so worried Are you all right?

HORTONGertrude! How did you find us?

GERTRUDE Well, it's a long story

27a. ALL FOR YOU (Verse)

GERTRUDE I had a little trouble 'Cause I grew a little tail. Well, it
wasn't really little. It was absolutely giant! And it really was attractive But you never even noticed, So
I felt a little silly even trying Besides which the tail was too heavy For normal flying.

HORTON Go on.

GERTRUDE
Well, when the hunters caught you I could see that I'd been foolish 'Cause I couldn't even help you No, I
couldn't even fly. And I got so very frightened 'Cause I knew I had to save you. No one else was gonna go to all
the labor. It was all up to me, All you had was your next door neighbor.

(THE CAT as DR. DAKE enters.)

GERTRUDE
So I ran to the doctor.

CAT AS DR. DAKE The doctor named Dake. And she said.-

GERTRUDE My
tail has been a mistake!

CAT AS DR. DAKE And she said:

GERTRUDE Dr. Dake, I've been foolish and vain.

Pluck
it out! Get it off! I won't do it again!

CAT AS DR. DAKE Pluck! Pluck! Pluck!

GERTRUDE Ouch, it
hurt a lot!

CAT AS DR. DAKE Pluck! Pluck! Pluck!

GERTRUDE Ooh, a tender spot

CAT AS DR. DAKE
Pluck! Pluck! Pluck!

GERTRUDE Just a one feather tail...

DR. DAKE, GERTRUDE & BIRD GIRLS But
suddenly, Gertrude could sail!

27b. ALL FOR YOU

GERTRUDE (dramatically)I sailed on a junk And was
practically sunk For you. I trampled thorough the trees Full of furious bees For you. I slogged through
a fog And a choking smog Down a soggy slope Through a stinking bog While my slip was gripped By a vicious
dog For you.

GERTRUDE BIRD GIRLSI galloped through the snow ooh... In eleven below For you. ooh,
ooh, ooh, ooh, ooh Yes, even though I knew ooh... I was catching the flu For you (achoo!) (achoo!) And
then came the hole oohWhere I caught my sole oohAnd I rolled downhill oohOut of all control ooh 'Till I broke
my fall On a jagged shoal For you! ooh, ooh, ooh, ahh! All for you All for you All for you All
for you There's nothing that I Wouldn't And I couldn't And I haven't gone through... ahh, aah, aah, aah!

(With
tremendous conviction and grit!)

I sprained my little toe, but la-la-la-la-la! I hobbled like so la-la-la-la! For
you. La-la-la-la-la-la-la! ooh ... Ooh ... Ooh Then came the hit and run la-la-la-la-la!

But I staggered on
one la-la-la-la! For you. La-la-la-la-la-la-la! Now, here I am, ahh-ah!The worse for wear And here you are
ahh-ah! I'm here! You're there! And maybe now ah!You'll know I care ahh-ah! For you! Ooh! ooh ...

GERTRUDE Oh, yes. And Horton, one more thing...

It took me seven weeks... But I found your clover,
Too!

(HORTON eagerly takes the clover from GERTRUDE)

HORTON, DR. DAKE & BIRD GIRLS WHO!

HORTONGertrude...I
never noticed...you're...Amazing!

GERTRUDEAw, it was nothing.

HORTONHello, Whos, hello! Is anyone there?

(HE
holds the clover to his ear and gets an answer as MR. MAYOR, MRS. MAYOR appear)

MRS. AND MRS. MAYORHello!!

HORTONOh,
what a relief! Why, hello, Mr. Mayor! Is JoJo all right?

(HE listens again)

JOJOHi, Horton!

HORTONOh,
JoJo! Hello!Kid, now that I've got you, I won't let you go!I'll shelter and guard you, because after all, A person's
a personNo matter how small!

CATI'm sorry, there's no happy ending in sight!So all I can say
is - Hey, JoJo, hold tight!

(THE WICKERSHAM BROTHERS and the SOUR KANGAROO/YOUNG KANGAROO appear)

WICKERSHAM
#1Ha!

WICKERSHAM #2,3Ha!

SOUR KANGAROOHumph!

GERTRUDEHow did you get here?!

SOUR
KANGAROOYou can't run away from a sour kangarooPalm Beach to Pittsburgh to KalamazooAnd you - with your egg and
your tree and your nest!I'm making a sour citizen's arrest!

HORTONWait! Stop! Where are you taking me?

SOUR
KANGAROO & WICKERSHAMSWell Horton, we're taking you back.You're gonna be goin' in style.For talkin' to a speckAnd
sittin' on an egg

WICKERSHAM #3You're gonna be...

WICKERSHAM #2Gonna be...

WICKERSHAM #1Gonna
be...

SOUR KANGAROOGonna be...

SOUR KANGAROO & WICKERSHAMSGonna be put...On trial!

(Segue
to a courtroom in the Jungle of Nool. The CITIZENS OF THE JUNGLE will serve as the jury. THE CAT plays the court's MARSHAL.)

28.
THE PEOPLE VERSUS HORTON THE ELEPHANT

CAT (AS MARSHAL)This is the case of the people versus Horton the elephant

OTHERS IN COURTHorton the elephant!

CAT (AS MARSHAL)Judge Yertle the turtle presiding. Everyone
rise!

JUDGE YERTLE Order! Order! Order in the court!

JUDGE YERTLE & ALL Order, order, order, order
in the court!

CAT (AS MARSHAL)The defendant is charged with talking to a speck, disturbing the peace, and loitering
... on an egg.

HORTON Your honor, this clover is Exhibit A.

HORTON SOUR KANGAROO, They're Whos here.
WICKERSHAMS, BIRD GIRLS There are Whos here. Smaller than the eye can See! Biggest blame fool in the Jungle
of Nool It's true, sir! Here's who's who, sir! He's a who, and so is she Biggest blame fool in the Jungle
of Nool

(JUDGE YERTLE bangs the gavel)

JUDGE YERTLE Order! Order! Order in the court!

CAT (AS
MARSHAL)Call to the stand the star witness versus Horton the elephant. Raise your right hand and swear!

(THE
SOUR KANGAROO steps forward to take the oath)

SOUR KANGAROO I swear... That he's the biggest blame fool In
the Jungle of Nool As I testified long ago. Biggest blame fool

YOUNG KANGAROO Just a fool, fool, fool!

SOUR KANGAROO And a mother like me should know. Judgin' him trunk to toe... You better think!

BIRD
GIRLS Think!

SOUR KANGAROOThink!

BIRD GIRLSThink!

SOUR KANGAROO Oh please, throw him
in the clink!

BIRD GIRLS (testifying) Talkin' to a speck Talkin' to a speck To a speck of dust!

GERTRUDEObjection!

ALL (EXCEPT HORTON AND GERTRUDE)Overruled!

WICKERSHAMS, KANGAROO, BIRD GIRLS (testifying) Sittin'
on an egg Sittin' on an egg Sittin' on an egg!

GERTRUDEObjection!

ALL (EXCEPT HORTON AND GERTRUDE)Overruled!

(Group by group, the animals sweep forward to testify, their voices building to cacophony. The following lines overlap)

BIRD
GIRLS SOUR KANGAROO WICKERSHAMSTalkin' to a speckTalkin' to a speck Fool! Fool! Fool!To a speck of Dust! In
the Jungle ofTalkin' to a speck Nool! Nool! Sittin' on an egg!To a speck of Nool! He's sittin'Dust! On an egg!Talkin'
to a speck Fool! Ha! Ha!Talkin' to a speck Ha!To a speck of

HORTON Boil it! Oh no! No, that you can't do! It's all full of persons! They'll prove
it to you! Mr. Mayor, Mr. Mayor! Oh, please, Mr. Mayor! You've got to prove now That you really are there!
So ring every doorbell. And send out the word! Make every Who holler! Make every Who heard!

(HORTON
struggles to protect THE WHOS from the mob, holding the clover away from them)

HORTON Don't give up! I believe
in you all! A person's a person, no matter how small! And you very small persons will not have to die If you make
yourselves heard! So, please! TRY!

(THE WHOS are revealed. They're terror stricken. They beat on tom toms, play musical
instruments, wave their arms.)

COURTROOM PEOPLE WHOSBoil it! Boil it! Boil it! Boil it! We are
here! Boil it! We are here! Boil it! We are here! Boil it! We are here!Boil it! We are here!Boil...
We are here!

HORTON, MR. AND MRS. MAYORJojo, think of something!

(Everyone freezes as THE CAT steps out
of the scene.)

CAT Now just for a moment, young Jojo looked grim.The fate of the Whos rested squarely on him!
But then came a think.- A peculiar new word no one ever had heard!

(The scene unfreezes...)

ALL (IN
COURTROOM) WHOS Boil it! We are here! Boil it! We are here! Boil it! We are here! Boil!... We are here!

JOJO
(a long yell)YOPP!

(JOJO'S voice reverberates loudly through the universe. And the WHOS are heard at last. The
ANIMALS gasp in amazement. The WHOS gasp in relief!)

28d. YOPP!/ALONE IN THE UNIVERSE (Reprise)

HORTON Do
you hear what I hear? Do you see what I mean? They made themselves heard though they still can't he seen!

GERTRUDE
They've proved they are persons, no matter how small.

HORTON And their whole world was saved by the small-
est of all!

(THE SOUR KANGAROO has a change of heart and is slightly embarrassed)

SOUR KANGAROO How true!
Yes, how true! Said the sour kangaroo. And, from now on, you know what I'm planning to do? (with genuine sweetness)From
now on, I'm going to protect them with you!

And the young kangaroo in her pouch said...

SMALL KANGAROO Me,
too!

CAT Their troubles were ended, they hailed his great..

ALL WHOS, CAT Yopp!

CAT And
Jojo was honored as "Thinker non-stop".

(The WHOS carry him on their shoulders.)

MR. AND MRS. MAYOR Now
all Jojo's thinks would forever be heard.

CAT Including this think...

(We hear the sound of a giant egg
cracking. GERTRUDE dashes over to HORTON and they watch as THE EGG hatches. We can only imagine what they're seeing by the
wonder and joy on their faces.)

JOJO, ALL (hushed wonder and amazement)An elephant bird!

HORTON (very moved)Why
he looks just like me. Except for the wings.

GERTRUDE And except for the voice, 'cause that's how a bird sings.

HORTON (slow mounting panic)Gertrude, what will I do? I'm slow and I'm fat All I know is the earth. He'll
need much more than that!

(A beat.)

GERTRUDE (very tentative, very gentle)I have wings. Yes, I can
fly. You teach him earth And I will teach him sky

HORTON Just call my name

BOTH And I'll see
you through.

HORTON One small voice in the universe

GERTRUDE One true friend in the universe

BOTH
- Who believes in you.

(HORTON and GERTRUDE come together over the cradle, looking down at their little elephant
bird.)

CAT The adventures were over. The sky became...

JOJOPink.

CATAnd then, guess
what happened?

JOJO (to audience)Well, what do you think?!

29. OH, THE THINKS YOU CAN THINK (Finale Act
2)

ALL Oh, the thinks you can think Think and wonder and dream Far and wide as you dare... When your
thinks have run dry In the blink of an eye There's another world there. If you open your mind Oh, the thinks
you will find Lining up to get loose

Oh, the thinks you can think

BASSES/BARITONES Oh, the thinks you
can think

ALL Oh, the thinks you can think

TENORS Oh, the thinks you can think

ALL Oh the
thinks you can think When you think about Seuss! When you think about Seuss! When you think about Seuss!

(The characters dance off, fade
away, disappear, one by one. Last to go is THE CAT IN THE HAT. Finally, THE BOY stand on an empty stage, holding his legacy,
his imagination - embodied in the red-and-white striped hat.)

BOYSeuss!

(THE BOY pulls the CAT'S hat on,
and it comes down over his eyes, causing a...

Blackout!)END OF ACT II

30. GREEN EGGS AND HAM (BOWS)

ALL I do not like green eggs and ham I do not like them, Sam-I-am Do not like them here or there I
do not like them anywhere.

Not in a house, not with a mouse Not here or there, not anywhere I do not like
green eggs and ham I do not like them, Sam-I-am

Could you? Would you? With a goat?Could you? Would you? On
a boat? Could you? Would you? In the rain? Could you? Would you? On a train?

Not with a goat. Not on a boat.
Not in the rain. Not on a train. Not in a house. Not with a mouse.Oh, no!

Not in a box. Not with a fox.
Not in a tree. You let me be! I do not like green eggs and ham! I do not like them, Sam-I-am!